UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 28, 2020
Rapid7, Inc.
(Exact name of registrant as specified in its charter)
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| Delaware | | 001-37496 | | 35-2423994 |
(State or other jurisdiction
of incorporation) | | (Commission
File Number) | | (IRS Employer
Identification No.) |
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| 120 Causeway Street, | Boston, | Massachusetts | | 02114 |
| (Address of principal executive offices) | | | | (Zip Code) |
Registrant’s telephone number, including area code: (617) 247-1717
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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| Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934: | | |
| | |
| Title of each class | Trading symbol(s) | Name of each exchange on which registered |
| Common Stock, $0.01 par value per share | RPD | The Nasdaq Global Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Explanatory Note
On May 4, 2020, Rapid7, Inc. announced the completion of the acquisition of Divvy Cloud Corporation ("DivvyCloud") and filed a Current Report on Form 8-K (the “Initial Report”) to report, among other things, the completion of such acquisition. This Current Report on Form 8-K/A amends and supplements Item 9.01 of the Initial Report to present the historical financial statements and pro forma financial information required by parts (a) and (b) of Item 9.01 of Form 8-K.
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| Item 9.01 | Financial Statements and Exhibits. |
(a)Financial Statements of Business Acquired
The audited consolidated financial statements of DivvyCloud as of and for the year ended December 31, 2019 are filed as Exhibit 99.1 to this Amendment No. 1 on Form 8-K/A and are incorporated herein by reference.
(b)Proforma Financial Information
The unaudited pro forma condensed combined financial information of DivvyCloud and the Company as of and for the year ended December 31, 2019 is filed as Exhibit 99.2 to this Amendment No. 1 on Form 8-K/A and is incorporated herein by reference.
(c)Exhibits
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| Exhibit No. | | Description |
| | |
| 23.1 | | |
| 99.1 | | |
| 99.2 | | |
| 104 | | Cover Page Interactive Data File (embedded within the inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| | | | Rapid7, Inc. | | |
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| Dated: July 13, 2020 | | | | By: | | /s/ Jeff Kalowski |
| | | | | | Jeff Kalowski |
| | | | | | Chief Financial Officer |
